There is no specific regulatory order saying “the Shivam Autotech QIP is wrong/void.” What has happened is:

1. QIP is only at “enabling approval” stage, not executed yet

- Shareholders have approved an increase in authorised share capital and authorised the Board to issue equity shares via a Qualified Institutional Placement (QIP) through a postal ballot in early 2025. (goodreturns.in)

- As of 12 December 2025, there are no BSE/NSE filings showing:

- opening of a QIP,

- fixation of QIP floor price, or

- QIP allotment.

So, the QIP is only an enabling resolution; the company has not actually launched or completed a QIP yet.

2. Serious compliance issues around earlier capital-raising (OCDs), not the QIP itself

The main problems in Shivam Autotech’s recent capital-raising are around Optionally Convertible Debentures (OCDs), not around a QIP:

- The company issued OCDs on a private placement basis to India Credit Opportunities Fund II without first obtaining in‑principle approval from BSE/NSE under Regulation 28(1) of SEBI (LODR) 2015, which is mandatory. (goodreturns.in)

- When the company later applied for in‑principle approval, both exchanges asked for details of the ultimate beneficial owners (UBO) of the proposed allottees. The company did not provide satisfactory UBO information;

- NSE and BSE rejected the application and imposed fines of about ₹59,000 each (in addition to smaller disclosure‑delay fines). (goodreturns.in)

- NSE also issued an advisory letter for non‑compliance of Regulation 167(2) of SEBI (ICDR) Regulations, 2018 because 250 unlisted secured OCDs were not kept under the required lock‑in. (goodreturns.in)

These are material governance/compliance lapses around capital-raising. They do not automatically invalidate any future QIP, but they put the company on a tighter regulatory radar.

3. Company’s own explanation and current stance

- Management has admitted in its FY25 Directors’/Secretarial reports that:

- UBO identification for the OCD investor was problematic;

- In‑principle approvals were not in place in time; and

- Fines have been paid and internal compliance processes are being “strengthened.” (goodreturns.in)

- The Directors’ Report explicitly notes that in‑principle approval for the OCD‑related capital issue “remains to be obtained” and that the company is still following up with the exchanges to get it regularised. (goodreturns.in)

Inference (not a disclosed fact): Until these legacy OCD/compliance issues are fully regularised, exchanges and institutional investors are likely to scrutinise any fresh QIP proposal very carefully. That can delay or complicate the practical launch of a QIP, even if shareholders have given blanket approval.

4. Financial profile is also a constraint for a QIP

- The company reported a net loss of about ₹48 crore in FY25 and continues to be loss‑making. (goodreturns.in)

- The Directors’ Report itself highlights a debt–equity ratio of ~10.6x at FY25, i.e., very high leverage. (goodreturns.in)

For a QIP to succeed, the company has to find institutional investors willing to put fresh equity into a highly leveraged, loss‑making micro‑cap with a recent record of capital‑markets compliance issues. That is a practical difficulty, even if there is no legal bar.

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Summary:

- Shareholders have merely authorised Shivam Autotech to raise funds via QIP; no QIP has actually been launched or allotted so far.

- The “problem” is not with the QIP resolution itself, but with:

- prior regulatory non‑compliance on OCD issues (missing in‑principle approval, UBO disclosure gaps, lock‑in violation) and

- weak financials and high leverage, which together make it harder to actually place a QIP with institutions.

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